The creative team behind "Butch Cassidy and The Sundance Kid" agonized over the movie's tone, terrified that if audiences went too much for the comedy, the emotional gravity of the story would get lost. They rewrote, reedited and reimagined before the film was ready for release in 1969. Whatever they did worked.

Now out in a spiffy "Ultimate Collector's Edition," "Butch Cassidy and The Sundance Kid" established the formula for a perfectly pitched quippy buddy action movie, but few filmmakers in the subsequent 36 years have figured out how to improve upon what writer William Goldman and director George Roy Hill established.

Butch (Paul Newman) and Sundance (Robert Redford) were two of the legendary outlaws of the Old West, but they're defined in this movie by doing something few movie rebels had ever done before -- when the heat's on and the pressure gets to be too much, they run away. Chased by a "superposse," they head to Bolivia with Sundance's girlfriend Etta (Katharine Ross), exchanging some of cinema's catchiest dialogue along the way.

Beyond the perfect blend of thrillers a laughs, the movie works because of the chemistry between Newman -- already one of the world's biggest stars -- and then-relative-unknown Redford -- cast, lore says, because Newman and Steve McQueen couldn't reach an agreement on billing. Conrad Hall contributes innovative cinematography, particularly in the film's most shocking (for the time, anyway) scene, a dialogue free musical number set to Hal David and Burt Bacharach's "Raindrops Keep Fallin' On My Head."

Because it's a certified classic -- if you don't believe me, ask the AFI -- "Butch Cassidy and The Sundance Kid" was already released in a previous special edition DVD. The best parts of that disc have been retained here, including the 45-minute "Making of Butch Cassidy and the Sundance Kid," a treasure trove of behind-the-scenes footage, with narration by most of the principals. That doc is a good compliment to the returning commentary track by Hill, Hall, David and associate producer Robert Crawford, a series of smart recollections by all the more bittersweet by the fact that Hill and Hall both died in recent years.

Most of the usual living suspects return for the disc two documentary "All of What Follows Is True," a 35-minute feature full of trivia (Goldman originally wanted Jack Lemon for Butch) and puffery that mostly avoids redundancy with the early making-of doc. A gaggle of historians show up for "The Wild Bunch: The True Tale of Butch and Sundance," a 25-minute featurette that proves the adage from "The Man Who Shot Liberty Vallance" that goes "When the legend becomes fact, print the legend." Sure, experts can tell me that Butch and Sundance never jumped off a cliff, that Etta was really a prostitute and all variety of other sacrilege, but I'm perfectly happy believing the screenwriter's version.

Goldman chirps in with a newly recorded commentary track. For people who skipped the other featurettes and haven't read Goldman's books on screenwriting, there are bound to be some new tidbits, though it's a bit obnoxious listening to Goldman go on and on and on about how much he hates critics and how the early negative reviews for "Butch" were prompted by professional jealousy over how much ($400,000) he was paid for the script.

STUDIO: 20th Century Fox Home EntertainmentRELEASE DATE: June 6RATING: PGPRICE: $26.98TIME: 110 minutesDVD EXTRAS: Two audio commentary tracks; "All of What Follows Is True" featurette; "The Making of Butch Cassidy and The Sundance Kid" featurette; "All Of What Follows Is True" featurette; various original interviews and featurettes.